Governance & Compliance

Charity Governance & Compliance

Practical legal advice on trustee duties, governing documents and Charity Commission requirements — helping trustees make sound decisions with confidence.

Governance failures are one of the most common sources of legal risk for charities. We help trustees understand their obligations, identify areas of exposure and put the right structures in place — before problems arise.

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Scope of our advice: We advise on the legal implications of governance decisions — particularly in the context of property transactions, employment and trustee liability. For specialist Charity Commission regulatory advice and constitutional applications, we will signpost you to appropriate advisers where needed.

Why Governance Matters

Trustee Duties & Legal Risk

Charity trustees are personally responsible for the decisions they make on behalf of their organisation. While most trustees act with the best of intentions, governance failures — often through lack of awareness rather than bad faith — are a significant source of legal risk.

Common problem areas include property transactions that require Charity Commission consent, trustee payments that are not properly authorised, conflicts of interest that are not managed correctly, and employment decisions that expose the charity to claims.

We work with charities and faith-based organisations to identify governance risks early — and to put the right structures and documentation in place before problems arise.

Personal liability

Trustees can be personally liable for losses caused by governance failures.

Charity Commission scrutiny

The Charity Commission can investigate and remove trustees for serious breaches.

Governing document compliance

Acting outside the governing document can invalidate decisions and create legal exposure.

Property transaction risk

Charity land disposals without proper compliance can be challenged and reversed.

How We Help

Governance & Compliance Services

Governing Document Review

Review and advice on your charity's constitution, trust deed or articles of association — identifying gaps, outdated provisions and areas of risk.

Trustee Duties & Liability

Practical advice on trustee duties, personal liability risks and how to discharge your obligations correctly — particularly for property and employment decisions.

Charity Commission Requirements

Guidance on when Charity Commission consent is required — land disposals, changes to objects, trustee payments — and support in obtaining it.

Conflicts of Interest

Advice on identifying and managing conflicts of interest among trustees — a common area of risk for faith-based organisations with close-knit governance.

Trustee Appointments & Removal

Guidance on the correct process for appointing and removing trustees, including where disputes arise or a trustee is incapacitated.

Financial Controls & Authorisation

Advice on financial governance — authorisation thresholds, signing authorities and the legal requirements for charity financial management.

The Basics

The Six Core Trustee Duties

Act in the charity's best interests

Trustees must always act in the best interests of the charity and its beneficiaries — not in their own interests or those of third parties.

Comply with the governing document

Trustees must act within the powers given to them by the charity's governing document. Acting outside those powers can invalidate decisions.

Manage resources responsibly

Trustees must manage the charity's assets prudently — avoiding unnecessary risk and ensuring resources are used for the charity's purposes.

Act with reasonable care and skill

Trustees must apply the care and skill that a reasonable person would exercise — and a higher standard applies where a trustee has relevant professional expertise.

Ensure accountability

Trustees must keep proper records, file accounts and returns with the Charity Commission, and be transparent about how the charity is run.

Comply with charity law

Trustees must comply with the Charities Act 2011 and other relevant legislation — including the requirements for land transactions, trustee payments and conflicts of interest.

Common Question

When Do You Need Charity Commission Consent?

Many charity trustees are unsure when Charity Commission consent is required. The consequences of proceeding without consent can be serious — including the transaction being challenged or reversed.

Sometimes

Land disposals

Most disposals of charity land require a qualified surveyor's report and specific trustee resolutions. Some require Charity Commission consent.

Usually yes

Changes to charitable objects

Changing what a charity exists to do requires Charity Commission consent in most cases.

Usually yes

Trustee payments

Paying trustees for their services (beyond expenses) requires express authority in the governing document or Charity Commission consent.

Usually yes

Mergers & transfers

Merging with another charity or transferring assets to another organisation typically requires Charity Commission involvement.

Usually no

Property purchases

Charities can generally buy property without Charity Commission consent, provided the trustees are satisfied it is in the charity's best interests.

Usually no

Leases & licences

Granting or taking leases generally does not require Charity Commission consent, but the trustees must be satisfied the terms are appropriate.

* This is a general guide only. Whether Charity Commission consent is required depends on the specific circumstances. We advise on the requirements for your particular transaction.

Your Solicitor

Your Specialist Solicitor

Paul D'Ambrogio

Founding Director & Solicitor

Paul D'Ambrogio is the founding Director of PDA Law with 30 years' experience as a qualified solicitor. He has guided clients through an extraordinary range of legal matters — from individuals seeking straightforward advice to charities for whom PDA Law has become an integral part of their mission. Paul understands that clients are not merely paying for legal services — they are people with real problems, reaching out for help at some of the most challenging moments of their lives.

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Charity Governance — Common Questions

What are the legal duties of charity trustees?

Charity trustees have a duty to act in the best interests of the charity, comply with the charity's governing document, manage resources responsibly, act with reasonable care and skill, and ensure the charity is accountable. Trustees can be personally liable if they breach these duties.

When does a charity need Charity Commission consent?

Charity Commission consent is required for certain transactions including some land disposals, changes to the charity's objects, mergers and certain trustee payments. We advise on whether your proposed transaction requires Charity Commission consent and help you obtain it where needed.

What is a charity's governing document?

A charity's governing document is the legal document that sets out how the charity is constituted and governed — for example, a trust deed, constitution or memorandum and articles of association. It defines the charity's objects, the powers of trustees and the rules for running the charity.

Can charity trustees be paid?

Charity trustees cannot generally be paid for their trustee services unless the governing document expressly permits it or the Charity Commission has given consent. However, trustees can be reimbursed for reasonable out-of-pocket expenses. We advise on trustee remuneration and the requirements for lawful payment.

What happens if a trustee breaches their duties?

A trustee who breaches their duties can be personally liable to the charity for any loss caused. In serious cases, the Charity Commission can remove trustees and take regulatory action. We advise trustees on how to discharge their duties correctly and — where a breach has occurred — on the steps to take to mitigate the consequences.

Do you advise on charity constitutional matters?

We advise on the legal implications of your governing document — particularly in the context of property transactions, employment decisions and trustee liability. For specialist charity regulatory advice and Charity Commission applications, we will signpost you to appropriate advisers where needed.